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Plot

A ship, revealed to be the Megacruiser from Grudge Match, flies by and a large block of ice is being taken into the vessel. Inside, aliens speculate the massive ice block and Kevin jumps down and recaps battles he has had. He’s heard of Vilgax, over and over again. He places his Heatblast hand onto the giant ice and melts it to reveal Vilgax's face. The aliens step back after seeing Vilgax. Kevin says that they were both after the same thing. Ben, who wields the Omnitrix and has defeated them both in battle.

The Tennysons speculate the amazing sights of the Niagara Falls, hoping that they would have a great day. Unfortunately, Gwen finds Ben tweaking around with the Omnitrix. Ben claims that there might be some way to gain better control of it. As he continues to play around with it, the Omnitrix reacts and starts rotating through different alien silhouettes on its own, making Ben think that he must have busted it again, saying "maybe, it is some kind of an upgrade", and transforms into Upgrade. With amazement, he says other alien names and transforms into Grey Matter and then Diamondhead. After Diamondhead transforms into XLR8, he figures out that the Omnitrix also reacts to thoughts and he has unlocked the Omnitrix's Master Control. XLR8 then transforms into Wildvine and then Wildvine then transforms into Heatblast. Heatblast then transforms into Wildmutt and looks down into the water. One of the tourists ask Max if he could take a picture of him and his wife. He becomes afraid of Wildmutt and falls overboard, and Wildmutt transforms into Ripjaws and came to the rescue through jumping into the water. After picking him up from the water, Ripjaws transforms into Stinkfly to fly him back into the ship, safe and sound. Gwen and Max are shocked by Ripjaws transforming into Stinkfly.

Back at the ship where Kevin is, he looks at Vilgax, saying that he doesn't look so tough. Vilgax immediately breaks free and punches Kevin away, telling him that he should have never said that. Vilgax throws a pillar straight at Kevin, and pushes him out the window, sending them both into the Megacruiser battle arena. Kevin says that Vilgax should be grateful for saving his life, but Vilgax gives allegiance to no one. After finding out that Kevin knows a lot about Ben and the Omnitrix, they form a partnership that plans to get the Omnitrix in their hands.

Gwen and Max relax with a snack, and Stinkfly is up in the trees. He spits slime into Gwen's pudding, and laughs. Stinkfly is happy that he's able to be an alien for as long as he likes. He also throws the profit money he’s gained for giving rides to tourists. Gwen and Max both are very aware of the new feature of what the Omnitrix can do, but they both claim that it might have hidden consequences. Max tells Stinkfly to transform back into Ben and come to him for a small chat. Stinkfly transforms into XLR8, and instead of listening to what he has to say, XLR8 runs off with his pudding.

Vilgax analyzes Kevin’s DNA, and he explains that his pattern is the same as Ben’s. Kevin’s impatience lets him talk back. They both admit that they lost to Ben, but Vilgax says that with his knowledge, and Kevin’s connection with Ben, will give them victory. Kevin wants to get the situation over with, but they can only do it if the Omnitrix is active. They find the signal immediately.

The Tennysons continue to enjoy their day, and Max decides to take some pictures. Wildvine comes out of nowhere, and decides to dive into the water and bungee himself back up. In a series of photo shoots, Ben continues to play around with the alien forms through transforming into Four Arms, then Stinkfly, then Wildmutt, then Grey Matter again, and then Heatblast. On a sky ride, Ben decides to test which alien can spit the best loogie, and transforms into Diamondhead and then transforms into Heatblast, who passes the test. Vilgax and Kevin break into the car and grab Heatblast, with Heatblast, Gwen, and Max surprised that Vilgax and Kevin were still alive, especially after the incidents that happened to them. Vilgax transforms Heatblast back into Ben through touching his Omnitrix symbol, who transforms into Grey Matter and attempts to escape, but Vilgax was able to grab him. Little did Vilgax know that Ben had unlocked the Master Control, and Grey Matter transforms into Diamondhead to escape Vilgax’s hands.

Diamondhead and Kevin fall off the car and Diamondhead transforms into Stinkfly and Vilgax grabs him. Stinkfly transforms into Four Arms and throws Vilgax into Kevin. Four Arms transforms into XLR8 and saves Gwen and Max, whose car has fallen. XLR8 then transforms into Stinkfly and flies away. Stinkfly lands and transforms back into Ben. Ben then transforms into XLR8 and runs off to fight Kevin and Vilgax. Kevin and Vilgax regroup on a rock, but Cannonbolt slams down onto them and breaks the rock. Max and Gwen obtain a Null Void Projector from the Rust Bucket while Kevin and Vilgax attempt to lure Cannonbolt out. Vilgax then decides to use Max and Gwen as bait and the villains come to the Rustbucket. Max opens a Null Void Portal but Diamondhead arrives and Kevin and Vilgax get sucked in, but Vilgax pulls Diamondhead in as well. In the Null Void, the three are attacked by Null Guardians. Diamondhead transforms into XLR8 and runs away. Vilgax gets onto a Null Guardian and controls it. Max decides to go after Ben, but Gwen thinks that she should go because only Max knows how to work the Projector. Heatblast flees from Null Guardians, but they grab him.

Outside, Max attempts to enter the Null Void to save Ben, but Gwen insists that he shouldn't. Instead, she decides to herself. After all, Max is the only one who knows how to use the Null Void Projector. Inside the Null Void, Heatblast is flying away from the Null Guardians that are controlled by Vilgax and Kevin and they grab and carry him inside of one of the Null Guardian's mouth. Heatblast then transforms into Grey Matter and escapes from the Null Guardian's mouth. Then, Grey Matter transforms into Cannonbolt and bounces away from the villains, then Cannonbolt transforms into XLR8 and sprints along the floating platforms and transforms into Stinkfly in order to fly over Vilgax and his Null Guardian. Stinkfly then transforms into Four Arms in order to knock Vilgax and the Null Guardian down and he does a back flip and then transforms into Grey Matter in order to run along the Null Guardians. Grey Matter transforms into Wildmutt in order to dodge the Null Guardians and he transforms into Wildvine in order to knock the Null Guardians into each other. Wildvine then transforms into Heatblast again in order to fly away, but he is attacked by a group of Null Guardians. Heatblast then transforms into Grey Matter and escapes from the Null Guardians, before he is attacked by another group while he was in the air. On Earth, Gwen suits up to enter into the Null Void and Max then gives Gwen a weapon for anything that isn't Ben and she goes into the portal. Gwen is immediately attacked by Havok Beasts that attack her jetpack and she throws a bomb that lures them away. Meanwhile, Ben transforms into Wildmutt on an asteroid, and Vilgax and Kevin arrive. Wildmutt transforms into Grey Matter and then transforms into Stinkfly to fly away. Back on Earth, The Null Void projector starts to screw up and Max tells Gwen to get out.

In an instant, Stinkfly encounters Gwen and he is happy to see her. A Null Void creature then tries to eat them and they fly away from it, but Kevin was able to grab a hold of Gwen before they reached the portal that leads them out of the Null Void, and to make it worse, they were surrounded. Stinkfly had no other choice but to give up and save Gwen by landing on a platform and transforming back into Ben. Ben gives up the Omnitrix to Vilgax and Kevin in exchange for Gwen and thinks that it would be a simple trade, but Kevin in an instant threw Gwen away and used a device to painfully tear the Omnitrix off of Ben's wrist. The Omnitrix was held in a spherical container. Ben says that he zeroed the Master Control, but Vilgax says that it will be easy to crack the code. Kevin runs away with the Omnitrix and Vilgax follows. Gwen and Ben chase them with Gwen's jetpack. The portal begins to close and Kevin tackles Vilgax while Gwen grabs the Omnitrix. Vilgax and Kevin block the portal and Ben tells Gwen to get rid of it. She throws something away, and Ben jumps down and tells Gwen to go. She does, and Ben jumps over Kevin and out of the portal.

Ben with the Omnitrix again

Unfortunately, the Omnitrix was seemingly left in the Null Void, and Ben thought he would never get it back. Gwen says that she has a present for Ben. It was the container that held the Omnitrix. Gwen said that Ben may be dumb enough to throw the Omnitrix away, but she's not. In the Null Void, Vilgax and Kevin were going after a decoy, which eventually exploded. Max tells Ben that he owes Gwen a big-time thanks, but Ben had something else in mind, revenge. He tries to transform into Stinkfly or Wildvine to get back at Gwen, but he transforms into Grey Matter instead and remembers that he zeroed out the Master Control. Gwen and Grandpa Max laugh about it.

Villains

Aliens Used

Quotes

(Max activates the Null Void Projector and tries to capture Kevin and Vilgax)Diamondhead: (appearing on the scene) I've got it, Grandpa!Max: Ben! Stay back!Kevin: (getting sucked into the Null Void) What's happening!?Vilgax: The Null Void! Nooo!(Kevin and Vilgax get sucked into the Null Void, pulling Diamondhead in with them)Max and Gwen: Ben!

Max: (to Ben) Ben! Would you please pay attention to something else other than that watch?Ben: I'm just trying to figure out how to control it better. That's all, Grandpa.Gwen: Get real! There must be like a billion command combinations on that thing.Ben: Yeah, so? (continues) Maybe it's some kind of an upgrade. (Transforms into Upgrade)Upgrade: Whoa! What happened? I didn't even touch it, unless maybe now I don't have to. Grey Matter! (transforms into Grey Matter)Grey Matter: Diamondhead! (transforms into Diamondhead)Diamondhead: Cool! This rocks! (transforms into XLR8)XLR8: I must have finally unlocked some kind of master control or something. (transforms into Heatblast)Heatblast: Now I can go alien... (transforms into Wildvine)Wildvine: Just by thinking it. (transforms into Wildmutt)

Stinkfly: (to Kevin) Let her go or I'll-Vilgax: (interrupting Stinkfly) Or you'll what?(Stinkfly reverts back to Ben)Ben: (to Vilgax and Kevin) Let her go and you can have the stupid Omnitrix!Gwen: Ben, no!Ben: (ignoring her) We have a deal or don't we, Vilgax? My cousin for this stupid watch!

Gwen: You've been Stinkbutt for hours. Give it a rest, dweeb.Stinkfly: No way! Now that I can stay alien for as long as I want, it's time to cash in. Check out the green I made giving rides to tourists! (drops some cash)Gwen: You know, I never thought I'd say this, but I'd rather see your normal jerky face for a change.Max: Gwen's right, Ben. Just because you can be an alien all the time doesn't mean you should be an alien all the time. Now we still don't know if there are any hidden consequences.Stinkfly: Well, okay, Grandpa. I'll take it easy... (flies away; comes back as XLR8)XLR8: For a millisecond. Time's up! (takes Max's bowl of food and speeds away)Grandpa Max: Ah. So glad we had this chat.

Naming and Translations

Language

Name

Origin

Dutch

Terug voor wraak

Back for Revenge

French

Double vengeance

Double Vengeance

German

Die Rückkehr

The Return

Hungarian

Dühös visszatérés

Furious Return

Portuguese (Br)

De Volta com Uma Vingança

Back with a Vengeance

Spanish (HA)

Los Malos Están de Regreso

The Bad Guys Are Back

Spanish (Spain)

Una Venganza Bien Planeada

A Well Planned Revenge

Trivia

This is the second episode where Ben transforms into all of his currently available aliens, the first being Secrets.

There were four deleted scenes in this episode.

The first one was right after Ben escaped a Null Guardian's mouth. When Ben turned into Cannonbolt he opened up and said "Let's roll out of here!" and Cannonbolt rolled on a circular rock and turned into XLR8.

The second one was when Ben kept turning into his aliens while escaping from Vilgax, Kevin, and the Null Guardians. Right after Ben transformed into Wildvine he turned into Diamondhead and made his hands sharp and slid down a rock. Then he transformed into Heatblast and blasted a few Null Guardians before flying away.

The third was when Kevin was removing the Omnitrix. Nothing was really different but it was longer and Ben was knocked out for a couple seconds before waking up and saying he zeroed out the Master Control.

The last was when Ben was running away from Kevin. It was also longer where Kevin used Heatblast's fireballs, Stinkfly's goo, and Diamondhead's crystals to try and stop Ben before trying to catch him while flying.